Health Net 2011 Annual Report Download - page 196

(c) Seller and Purchaser shall negotiate in good faith to resolve any and all disagreements with respect to the Closing
Statements and the Closing GM Net Assets, the Closing Pass Through Net Assets, the Pre-Closing PDP Pre-Tax Income and the
Closing Pre-Paid Broker and ANOC Amount. If Seller and Purchaser are unable to resolve all disagreements identified by Purchaser
pursuant to Section 4.3(b) within twenty (20) days after delivery to Seller of written notice of such disagreement, then such
disagreements shall be submitted for final and binding resolution to the Neutral Accounting Firm. The Neutral Accounting Firm shall
only consider those items and amounts set forth in the Closing Statements as to which Seller and Purchaser have disagreed and must
resolve the matter in accordance with the terms and provisions of this Agreement and shall deliver to Purchaser and Seller, as
promptly as practicable and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of
any such disagreement determined in accordance with the terms of this Agreement; provided, that the dollar amount of each item in
dispute shall be determined within the range of the respective dollar amounts proposed by Seller and Purchaser. The Neutral
Accounting Firm shall make its determination based solely on presentations and supporting material provided by Seller and Purchaser
(each of whom agree to cooperate and deliver all information reasonably requested by the Neutral Accounting Firm without delay)
and not pursuant to any independent review. The determination of the Neutral Accounting Firm shall be final and binding upon Seller
and Purchaser. Judgment may be entered upon the determination of the Neutral Accounting Firm in any court having jurisdiction over
the Party against which such determination is to be enforced. Seller shall be responsible for that fraction of the fees, expenses and
costs of the Neutral Accounting Firm as is equal to (i) the absolute value of the difference between Seller’s aggregate position with
respect to items in dispute submitted to the Neutral Accounting Firm and the Neutral Accounting Firm’s final determination with
respect to such disputed amounts over (ii) the absolute value of the difference between Purchaser’s aggregate position with respect to
such disputed amounts and Seller’s position with respect to such disputed amounts, and Purchaser shall be responsible for the
remainder of such fees, expenses and costs of the Neutral Accounting Firm.
(d) After the Closing GM Net Assets, the Closing Pass Through Net Assets, the Pre-Closing PDP Pre-Tax Income and the
Closing Pre-Paid Broker and ANOC Amount have each been finally determined in accordance with Sections 4.3(a)-(c), the Purchase
Price shall be adjusted as follows:
(i) If the Pre-Tax Cash Flow amount is less than negative $20,000,000 (i.e., reflects a loss of more than $20,000,000),
the Purchase Price shall be increased, on a dollar-for-dollar basis, by the amount by which the absolute value of the Pre-Tax
Cash Flow amount exceeds $20,000,000. If the Pre-Tax Cash Flow amount is greater than negative $20,000,000 (e.g., a loss of
$19,000,000), the Purchase Price shall be reduced, on a dollar-for-dollar basis, by the amount by which of the Pre-Tax Cash
Flow amount is greater than negative $20,000,000. If the Pre-Tax Cash Flow amount is equal to negative $20,000,000 (i.e., a
loss of $20,000,000), there shall be no adjustment to the Purchase Price under this clause (i);
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